Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
1 | Short title, commencement and extent | 1 | Short title, extent, commencement and application |
2 | Definitions | 2 | Definitions |
2A | Interpretation of certain words and expressions | - | - |
3 | Definitions of company, existing company, private company and public company | 2 | Definitions [clauses (20), (67), (68) & (71)] |
4 | Meaning of 'holding company' and 'subsidiary company' | 2 | Definitions [clauses (46) & (87)] |
4A | Public financial institutions | 2 | Definitions [clauses (72)] |
5 | Meaning of 'officer who is in default' | 2 | Definitions [clauses (60)] |
6 | Meaning of 'relative' | 2 | Definitions [clauses (77) & (60)] |
7 | Interpretation of person in accordance with whose directions or instructions directors are accustomed to act | ||
8 | Power of Central Government to declare an establishment not to be a branch office | - | - |
9 | Act to override memorandum, articles, etc. | 6 | Act to override memorandum, articles, etc. |
10 | Jurisdiction of courts | - | - |
10E | Constitution of Board of Company Law Administration | - | - |
10F | Appeals against the orders of the Company Law Board | - | - |
10FA | Dissolution of Company Law Board | 466 | Dissolution of Company Law Board and consequential provisions |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
10FB | Constitution of National Company Law Tribunal | 408 | Constitution of National Company Law Tribunal |
10FC | Composition of Tribunal | 408 | Constitution of National Company Law Tribunal |
10FD | Qualifications for appointment of President and Members | 409 | Qualification of President and Members of Tribunal |
10FE | Term of office of President and Members | 413 | Term of office of President, Chairperson and other Members |
FF | Financial and administrative powers of Member Administration | - | - |
10FG | Salary, allowances and other terms and conditions of service of President and other member | 414 | |
10FH | Vacancy in Tribunal | 415 | Acting President and Chairperson of Tribunal or Appellate Tribunal |
10FI | Resignation of President and Member | 416 | Resignation of Members |
10FJ | Removal and suspension of President or member | 417 | Removal of Members |
10FK | Officers and employees of Tribunal | 418 | Staff of Tribunal and Appellate Tribunal |
10FL | Benches of Tribunal | 419 | Benches of Tribunal |
10FM | Order of Tribunal | 420 | Orders of Tribunal |
10FN | Power to review | - | - |
10F0 | Delegation of powers | 426 | Delegation of powers |
10FP | Power to seek assistance of Chief Metropolitan Magistrate and District Magistrate | 429 | Power to seek assistance of Chief Metropolitan Magistrate, etc. |
10FQ | Appeal from order of Tribunal | 421 | Appeal from orders of Tribunal |
10FR | Constitution of Appellate Tribunal | 410 411 |
Constitution of Appellate Tribunal Qualifications of Chairperson and Members of Appellate Tribunal |
10FS | Vacancy in Appellate Tribunal, etc. | 415 | Acting President and Chairperson of Tribunal or Appellate Tribunal |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
10FT | Term of office of Chairperson and Members | 413 | Term of office of President, Chairperson and other Members |
10FU | Resignation of Chairperson and Members | 416 | Resignation of Members |
10FV | Removal and suspension of Chairperson and Members of Appellate Tribunal. | 417 | Removal of Members |
10FW | Salary, allowances and other terms and conditions of service of Chairperson and members | 414 | Salary, allowances and other terms and conditions of service of Members |
10FX | Selection Committee | 412 | Selection of Members of Tribunal and Appellate Tribunal |
10FY | Chairperson, etc., to be public servants | 427 | President, Members, officers, etc., to be public servants |
10FZ | Protection of action taken in good faith | 428 | Protection of action taken in good faith |
10FZA | Procedure and powers of Tribunal and Appellate Tribunal | 424 | Procedure before Tribunal and Appellate Tribunal |
10G | Power to punish for contempt | 425 | Power to punish for contempt |
10GA | Staff of Appellate Tribunal | 418 | Staff of Tribunal and Appellate Tribunal |
10GB | Civil court not to have jurisdiction | 430 | Civil court not to have jurisdiction |
10GC | Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings | 431 | Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings |
10GD | Right to legal representation | 432 | Right to legal representation |
10GE | Limitation | 433 | Limitation |
10GF | Appeal to Supreme Court | 423 | Appeal to Supreme Court |
11 | Prohibition of associations and partnerships exceeding certain number | 464 | Prohibition of association or partnership of persons exceeding certain number |
12 | Mode of forming incorporated company | 3 | Formation of company |
13 | Requirements with respect to memorandum | 4 | Memorandum |
14 | Form of memorandum | 4 | Memorandum |
15 | Printing and signature of memorandum | 7 | Incorporation of Company |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
15A | Special provision as to alteration of memorandum consequent on alteration of name of State of Madras | ||
15B | Special provision as to alteration of memorandum consequent on alteration of name of State of Mysore | ||
16 | Alteration of memorandum | 13 | Alteration of memorandum |
17 | Special resolution and confirmation by Central Government required for alteration of memorandum | 13 | Alteration of memorandum |
17A | Change of registered office within a State | 12 | Registered office of company |
18 | Alteration to be registered within three months | 13 | Alteration of memorandum |
19 | Effect of failure to register | - | - |
20 | Companies not to be registered with undesirable names | 4 | Memorandum |
21 | Change of name by company | 13 | Alteration of memorandum |
22 | Rectification of name of company | 16 | Rectification of name of company. |
23 | Registration of change of name and effect thereof | 4 | Memorandum |
24 | Change of name of existing private limited companies | - | - |
25 | Power to dispense with ‘Limited’ in name of charitable or other company | 8 | Formation of companies with charitable objects, etc. |
26 | Articles prescribing regulations | 5 | Articles |
27 | Regulations required in case of unlimited company, company limited by guarantee or private company limited by shares | 5 | Articles |
28 | Adoption and application of Table A in the case of companies limited by shares | 5 | Articles |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
29 | Form of articles in the case of other companies | 5 | Articles |
30 | Form and signature of articles | - | - |
31 | Alteration of articles by special resolution | 14 | Alteration of articles |
32 | Registration of unlimited company as limited, etc. | 18 | Conversion of companies already registered |
33 | Registration of memorandum and articles | 7 | Incorporation of company |
34 | Effect of registration | 9 | Effect of registration |
35 | Conclusiveness of certificate of incorporation | - | - |
36 | Effect of memorandum and articles | 10 | Effect of memorandum and articles |
37 | Provision as to companies limited by guarantee | - | - |
38 | Effect of alteration in memorandum or articles | - | - |
39 | Copies of memorandum and articles, etc., to be given to members | 17 | Copies of memorandum, articles, etc., to be given to members |
40 | Alteration of memorandum or articles, etc., to be noted in every copy | 15 | Alteration of memorandum or articles to be noted in every copy |
41 | Definition of “member†| 2 | Definition [clause (55)] |
42 | Membership of holding company | 19 | Subsidiary company not to hold shares in itsholding company |
43 | Consequences of default in complying with conditions constituting a company a private company | 14 | Alteration of articles |
43A | Private company to be come public company in certain cases | - | - |
44 | Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company | ||
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
45 | Members severally liable for debts where business carried on, with fewer than seven, or in the case of a private company, two members | ||
46 | Form of contracts | 9 | Effect of registration |
47 | Bills of exchange and promissory notes | 22 | Execution of bills of exchange, etc. |
48 | Execution of deeds | 22 | Execution of bills of exchange, etc. |
49 | Investments of company to be held in its own name | 187 | Investments of company to be held in its own name |
50 | Power for company to have official seal for use outside India | - | - |
51 | Service of documents on company | 20 | Service of documents |
52 | Service of documents on Registrar | 20 | Service of documents |
53 | Service of documents on members by company | 20 | Service of documents |
54 | Authentication of documents and proceedings | 21 | Authentication of documents, proceedings and contracts |
55 | Dating of prospectus | 26 | Matters to be stated in prospectus |
55A | Powers of Securities and Exchange Board of India | 24 | Power of Securities and Exchange Board to regulate issue and transfer of securities, etc. |
56 | Matters to be stated and reports to be set out in prospectus | 26 33 |
Matters to be stated in prospectus Issue of application forms for securities |
57 | Expert to be unconnected with formation or management of company | 26 | Matters to be stated in prospectus |
58 | Expert’s consent to issue of prospectus containing statement by him | 26 | Matters to be stated in prospectus |
58A | Deposits not to be invited without issuing an advertisement |
73 74 |
Prohibition on acceptance of deposits from public Repayment of deposits, etc., accepted before commencement of this Act |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
58AA | Small depositors | - | - |
58AAA | Default in acceptance or refund of deposits to be cognizable | - | - |
58B | Provisions relating to prospectus to apply to advertisement | - | - |
59 | Penalty and interpretation | - | - |
60 | Registration of prospectus | 26 | Matters to be stated in prospectus |
60A | Shelf prospectus | 31 | Shelf prospectus |
60B | Information memorandum | 32 | Red herring prospectus |
61 | Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied | 27 | Variation in terms of contract or objects in prospectus |
62 | Civil liability for misstatements in prospectus | 35 | Civil liability for mis-statements in prospectus |
63 | Criminal liability for misstatements in prospectus | 34 | Criminal liability for mis-statements in prospectus |
64 | Document containing offer of shares or debentures for sale to be deemed prospectus | 25 | Document containing offer of securities for sale to be deemed prospectus |
65 | Interpretation of provisions relating to prospectuses | - | - |
66 | Newspaper advertisements of prospectus | 30 | Advertisement of prospectus |
67 | Construction of references to offering shares or debentures to the public, etc. | 42 | Offer or invitation for subscription of securities on private placement |
68 | Penalty for fraudulently inducing persons to invest money | 36 | Punishment for fraudulently inducing persons to invest money |
68A | Personation for acquisition, etc., of shares | 38 | Punishment or personation for acquisition, etc., of securities |
68B | Initial offer of securities to be in dematerialised form in certain cases | 29 | Public offer of securities to be in dematerialised form |
69 | Prohibition of allotment unless minimum subscription received | 39 | Allotment of securities by company |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
70 | Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar | ||
71 | Effect of irregular allotment | - | - |
72 | Applications for, and allotment of, shares and debentures | - | - |
73 | Allotment of shares and debentures to be dealt in on stock exchange | 40 | Securities to be dealt with in Stock Exchanges |
74 | Manner of reckoning fifth, eighth and tenth days in sections 72 and 73 | - | - |
75 | Return as to allotments | 39 | Allotment of securities by company |
76 | Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc. | 40 | Securities to be dealt with in Stock Exchanges |
77 | Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company's share | 67 | Restrictions on purchase by company or giving of loans by it for purchase of its shares |
77A | Power of company to purchase its own securities | 68 | Power of company to purchase its own securities |
77AA | Transfer of certain sums to capital redemption reserve account | 69 | Transfer of certain sums to capital redemption reserve account |
77B | Prohibition for buy-back in certain circumstances | 70 | Prohibition for buy-back in certain circumstances |
78 | Application of premiums received on issue of shares | 52 | Application of premiums received on issue of shares |
79 | Power to issue shares at a discount | 53 | Prohibition on issue of shares at discount |
79A | Issue of sweat equity shares | 54 | Issue of sweat equity shares |
80 | Power to issue redeemable preference shares | 55 | Issue and redemption of preference shares |
80A | Redemption of irredeernable preference shares, etc. | - | - |
81 | Further issue of capital | 62 | Further issue of share capital |
82 | Nature of shares or debentures | 44 | Nature of shares or debentures |
83 | Numbering of shares | 45 | Numbering of shares |
84 | Certificate of shares | 46 | Certificate of shares |
85 | Two kinds of share capital | 43 | Kinds of share capital |
86 | New issues of share capital to be only of two kinds | 43 | Kinds of share capital |
87 | Voting rights | 47 | Voting rights |
89 | Termination of disproportionately excessive voting rights in existing companies | - | - |
90 | Savings | - | - |
91 | Calls on shares of same class to be made on uniform basis | 49 | Calls on shares of same class to be made on uniform basis |
92 | Power of company to accept unpaid share capital, although not called up | 50 | Company to accept unpaid share capital, although not called up |
93 | Payment of dividend in proportion to amount paid-up | 51 | Payment of dividend in proportion to amount paid up |
94 | Power of limited company to alter its share capital | 61 | Power of limited company to alter its share capital |
94A | Share capital to stand increased where an order is made under section 81(4) | - | - |
95 | Notice to Registrar of consolidation of share capital conversion of shares into stock, etc. | 64 | Notice to be given to Registrar for alteration of share capital |
96 | Effect of conversion of shares into stock | - | - |
97 | Notice of increase of share capital or of members | 64 | Notice to be given to Registrar for alteration of share capital |
98 | Power of unlimited company to provide for reserve share capital on re-registration | 65 | Unlimited company to provide for reserve share capital on conversion into limited company |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
99 | Reserve liability of limited company | - | - |
100 | Special resolution for reduction of share capital | 66 | Reduction of share capital |
101 | Application to Tribunal for confirming order, objections by creditors, and settlement of list of objecting creditors | 66 | Reduction of share capital |
102 | Order confirming reduction and powers of Tribunal on making such order | 66 | Reduction of share capital |
103 | Registration of order and minute of reduction | 66 | Reduction of share capital |
104 | Liability of members in respect of reduced shares | 66 | Reduction of share capital |
105 | Penalty for concealing name of creditor, etc. | 66 | Reduction of share capital |
106 | Alteration of rights of holders of special classes of shares | 48 | Variation of shareholders' rights |
107 | Rights of dissentient shareholders | 48 | Variation of shareholders rights |
108 | Transfer not to be registered except on production of instrument of transfer | 56 | Transfer and transmission of securities |
108A-108-I | Restriction on transfer of shares | - | - |
109 | Transfer by legal representative | 56 | Transfer and transmission of securities |
109A | Nomination of shares | 72 | Power to nominate |
109B | Transmission of shares | 56 | Transfer & transmission of securities |
110 | Application for transfer | 56 | Transfer and transmission of securities |
111 | Power to refuse registration and appeal against refusal | 58 59 |
Refusal of registration and appeal against refusal Rectification of register of members |
111A | Rectification of register on transfer | 58 59 |
Refusal of registration and appeal against refusal Rectification of register of members |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
112 | Certification of transfers | - | - |
113 | Limitation of time for issue of certificates | 56 | Transfer and transmission of securities |
114 | Issue and effect of share warrants to bearer | - | - |
115 | Share warrants and entries in register of members | - | - |
116 | Penalty for personation of shareholder | 57 | Punishment for personation of shareholder |
117 | Debentures with voting rights not to be issued hereafter | 71 | Debentures |
117A | Debenture trust deed | 71 | Debentures |
117B | Appointment of debenture trustees and duties of debenture trustees | 71 | Debentures |
117C | Liability of company to create security and debenture redemption reserve | 71 | Debentures |
118 | Right to obtain copies of and inspect trust deed | 71 | Debentures |
119 | Liability of trustees for debenture holders | 71 | Debentures |
120 | Perpetual debentures | - | - |
121 | Power to reissue redeemed debentures in certain cases | - | - |
122 | Specific performance of contract to subscribe for debentures | 71 | Debentures |
123 | Payments of certain debts out of assets subject to floating charge in priority to claims under the charge | ||
124 | ‘Charge’ to include mortgage in this part | 2 | Definition [clause (16)] |
125 | Certain charges to be void against liquidator or creditors unless registered | 77 | Duty to register charges, etc. |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
126 | Date of notice of charge | 80 | Date of notice of charge |
127 | Registration of charges on properties acquired subject to charge | 79 | Section 77 to apply in certain matters |
128 | Particulars in case of series of debentures entitling holders pari passu | - | - |
129 | Particulars in case of commission, etc., on debentures | - | - |
130 | Register of charges to be kept by Registrar | 81 | Register of charges to be kept by Registrar |
131 | Index to register of charges | - | - |
132 | Certificate of registration | 77 | Duty to register charges, etc. |
133 | Eridorsement of certificate of registration on debenture or certificate of debenture stock | ||
134 | Duty of company as regards registration and right of interested party | 78 | Application for registration of charge |
135 | Provisions of Part to apply to modification of charges | 79 | Section 77 to apply in certain matters |
136 | Copy of instrument creating charge to be kept by company at registered office | 85 | Company's register of charges |
137 | Entry in register of charges of appointment of receiver or manager | 84 | Intimation of appointment of receiver or manager |
138 | Company to report satisfaction and procedure thereafter | 82 | Company to report satisfaction of charge |
139 | Power of Registrar to make entries of satisfaction and release in absence of intimation from company | 83 | Power of Registrar to make entries of satisfaction and release in absence of intimation from company |
140 | Copy of memorandum of satisfaction to be furnished to company | 82 | Company to report satisfaction of charge |
141 | Rectification by Central Government of register of charges | 87 | Rectification by Central Government in register of charges |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
142 | Penalties | 86 | Punishment for contravention |
143 | Company’s register of charges | 85 | Company’s register of charges |
144 | Right to inspect copies of instruments creating charges and company’s register of charges | 85 | Company’s register of charges |
145 | Application of Part to charges requiring registration under it but not under previous law | ||
146 | Registered office of company | 12 | Registered office of company |
147 | Publication of name by company | 12 | Registered office of company |
148 | Publication of authorised as well as subscribed and paid-up capital | 60 | Publication of authorised, subscribed and paid- up capital |
149 | Restrictions on commencement of business | 11 | Commencement of business, etc. |
150 | Register of members | 88 | Register of members, etc. |
151 | Index of members | 88 | Register of members, etc. |
152 | Register and index of debenture holders | 88 | Register of members, etc. |
152A | Register and index of beneficial owners | 88 | Register of members, etc. |
153 | Trusts not to be entered on register | - | - |
153A | Appointment of public trustee | - | - |
153B | Declaration as to shares and debentures held in trust | - | - |
154 | Power to close register of members or debenture-holders | 91 | Power to close register of members or debenture-holders or other security holders |
157 | Power for company to keep foreign register of members or debenture-holders | 88 | Register of members, etc. |
158 | Provisions as to foreign registers | - | - |
159 | Annual return to be made | 92 | Annual return |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
160 | Annual return to be made by company not having a share capital | 92 | Annual return |
161 | Further provisions regarding annual return and certificate to be annexed thereto | 92 | Annual return |
162 | Penalty and interpretation | 92 | Annual return |
163 | Place of keeping, and inspection of, registers and returns | - | - |
164 | Registers, etc., to be evidence | 95 | Registers, etc., to be evidence |
165 | Statutory meeting and statutory report of company | - | - |
166 | Annual general meeting | 96 | Annual general meeting |
167 | Power of Central Government to call annual general meeting | 97 | Power of Tribunal to call annual general meeting |
168 | Penalty for default in complying with section 166 or 167 | 99 | Punishment for default in complying with provisions of sections 96 to 98 |
169 | Calling of extraordinary general meeting on requisition | 100 | Calling of extraordinary general meeting |
170 | Sections 171 to 186 to apply to meetings | - | - |
171 | Length of notice for calling meeting | 101 | Notice of meeting |
172 | Contents and manner of service of notice and persons on whom it is to be served | 101 | Notice of meeting |
173 | Explanatory statement to be annexed to notice | 102 | Statement to be annexed to notice |
174 | Quorum for meeting | 103 | Quorum for meetings |
175 | Chairman of meeting | 104 | Chairman of meetings |
176 | Proxies | 105 | Proxies |
177 | Voting to be by show of hands in first instance | 107 | Voting by show of hands |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
178 | Chairman’s declaration of result of voting by show of hands to be conclusive | 107 | Voting by show of hands |
179 | Demand for poll | 109 | Demand for poll |
180 | Time of taking poll | 109 | Demand for poll |
181 | Restriction on exercise of voting right of members who have not paid calls, etc. | 106 | Restriction on voting rights |
182 | Restrictions on exercise of voting right in other cases to be void | 106 | Restriction on voting rights |
183 | Right of member to use his votes differently | 106 | Restriction on voting rights |
184 | Scrutineers at poll | 109 | Demand for poll |
185 | Manner of taking poll and result thereof | 109 | Demand for poll |
186 | Power of Tribunal to order meeting to be called | 98 | Power of Tribunal to call meetings of members, etc. |
187 | Representation of corporations at meetings of companies and of creditors | 113 | Representation of corporations at meeting of companies and of creditors |
187A | Representation of the President and Governors in meetings of companies of which they are members | 112 | Representation of President and Governors in meetings |
187B | Exercise of voting rights in respect of shares held in trust | - | - |
187C | Declaration by persons not holding beneficial interest in any share | 89 | Declaration in respect of beneficial interest in any share |
187D | Investigation of beneficial ownership of shares in certain cases | 90 | Investigation of beneficial ownership of shares in certain cases |
188 | Circulation of members’ resolutions | 111 | Circulation of members resolution |
189 | Ordinary and special resolutions | 114 | Ordinary and special resolutions |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
190 | Resolutions requiring special notice | 115 | Resolutions requiring special notice |
191 | Resolutions passed at adjourned meetings | 116 | Resolutions passed at adjourned meeting |
192 | Registration of certain resolutions and agreements | 117 | Resolutions and agreement to be filed |
192A | Passing of resolutions by postal ballot | 110 | Postal ballot |
193 | Minutes of proceedings of general meetings and of Board and other meetings | 118 | Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot |
194 | Minutes to be evidence | 118 | Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot |
195 | Presumptions to be drawn where minutes duly drawn and signed | 118 | Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot |
196 | Inspection of minute books of general meetings | 119 | Inspection of minute books of general meeting |
197 | Publication of reports of proceedings of general meetings | 118 | Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot |
197A | Company not to appoint or employ certain different | 196 | Appointment of managing director, whole-time director or manager |
categories of managerial personnel at the same time | |||
198 | Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits | 197 | Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits |
199 | Calculation of commission, etc., in certain cases | - | - |
200 | Prohibition of tax-free payments | - | - |
201 | Avoidance of provisions relieving liability of officers and auditors of company | - | - |
202 | Undischarged insolvent not to manage companies | - | - |
203 | Power to restrain fraudulent persons from managing companies | - | - |
204 | Restriction on appointment of firm or body corporate of office or place of profit under a company | ||
205 | Dividend to be paid only out of profits | 123 | Declaration of dividend |
205A | Unpaid dividend to be transferred to special dividend account | 124 | Unpaid Dividend Account |
205B | Payment of unpaid or unclaimed dividend | - | - |
205C | Establishment of Investor Education and Protection Fund | 125 | Investor Education and Protection Fund |
206 | Dividend not to be paid except to registered shareholders or to their order or to their bankers | ||
206A | Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares | 126 | Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfers of shares |
207 | Penalty for failure to distribute dividends within thirty days | 127 | Punishment for failure to distribute dividends |
208 | Power of a company to pay interest out of capital in certain cases | - | - |
209 | Books of account to be kept by company | 128 | Books of account, etc., to be kept by company |
209A | Inspection of books of accounts, etc., of Companies | 206 207 208 |
Power to call for information, inspect books and conduct inquiries Conduct of inspection and inquiry Report on inspection made |
210 | Annual accounts and balance sheet | 129 | Financial statement |
210A | Constitution of National Advisory Committee on Accounting Standards | 132 | Constitution of National Financial Reporting Authority |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
211 | Form and contents of balance sheet and profit and loss account | 129 133 |
|
212 | Balance sheet of holding company to include certain particulars as to its subsidiaries | 129 | Financial statement |
213 | Financial year of holding company and subsidiary | - | - |
214 | Rights of holding company’s representatives and members | - | - |
215 | Authentication of balance sheet and profit and loss account | 134 | Financial Statement, Board’s report, etc. |
216 | Profit and loss account to be annexed and auditors’ report to be attached to balance sheet | 134 | Financial Statement, Board’s report, etc. |
217 | Board’s report | 134 | Financial Statement, Board’s report, etc. |
218 | Penalty for improper issue, circulation or publication of balance sheet or profit and loss account | ||
219 | Right of member to copies of balance sheet and auditors report | 136 | Right of member to copies of audited financial statement |
220 | Three copies of balance sheet, etc., to be filed with Registrar | 137 | Copy of financial statement to be filed with Registrar |
221 | Duty of officer to make disclosure of payments, etc. | - | - |
222 | Construction of references to documents annexed to accounts | - | - |
223 | Certain companies to publish statement in the Form in Table F in Schedule I | - | - |
224 | Appointment and remuneration of auditors | 139 141 142 |
Appointment of auditors Eligibility, qualifications and disqualifications of auditors Remuneration of auditors |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
224A | Auditor not to be appointed except with the approval of the company by special resolution in certain cases | ||
225 | Provisions as to resolutions for appointing or removing auditors notice | 140 | Removal, resignation of auditor and giving of special notice |
226 | Qualifications and disqualifications of auditors | 141 | Eligibility, qualifications and disqualifications of auditors |
227 | Powers and duties of auditors | 143 | Powers and duties of auditors and auditing standards |
228 | Audit of accounts of branch office of company | 143 | Powers and duties of auditors and auditing standards |
229 | Signature of audit report, etc. | 145 | Auditor to sign audit reports, etc. |
230 | Reading and inspection of auditor’s report | 145 | Auditor to sign audit reports, etc. |
231 | Right of auditor to attend general meeting | 146 | Auditors to attend general general meeting |
232 | Penalty for non-compliance with sections 225 to 231 | 147 | Punishment for contravention |
233 | Penalty for non-compliance by auditor with sections 227 and 229 | 147 | Punishment for contravention |
233A | Power of Central Government ment to direct special audit in certain cases | - | - |
233B | Audit of cost accounts in certain cases | 148 | Central Government to specify audit of items of cost in respect of certain companies |
234 | Power of Registrar to call for information or explanation | 206 207 208 |
Power to call for information, inspect books and conduct inquiries Conduct of inspection and inquiry Report on inspection made |
234A | Seizure of documents by Registrar | 209 | Search and seizure |
235 | Investigation of the affairs of a company | 210 | Investigation into affairs of company |
236 | Application by members to be supported by evidence and power to call for security | 214 | Security for payment of costs and expenses of investigation |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
237 | Investigation of company’s affairs in other cases | 210 213 |
Investigation into affairs of company Investigation into company’s affairs in other cases |
238 | Firm, body corporate or association not to be appointed as inspector | 215 | Firm, body corporate or association not to be appointed as inspector |
239 | Power of inspectors to carry investigation into affairs of related companies | 219 | Power of inspectors to conduct investigation into affairs of related companies, etc. |
240 | Production of documents and evidence | 217 | Procedure, powers, etc., of inspectors |
240A | Seizure of documents by inspector | 220 | Seizure of documents by inspector |
241 | Inspector’s report | 223 | Inspector’s report |
242 | Prosecution | 224 | Actions to be taken in pursuance of inspector’s report |
243 | Application for winding up of company or an order under section 397 or 398 | 224 | Actions to be taken in pursuance of inspector’s report |
244 | Proceedings for recovery of damages or property | 224 | Actions to be taken in pursuance of inspector’s report |
245 | Expenses of investigation | 214 | Security for payment of costs and expenses of investigation |
246 | Inspectors’ report to be evidence | 223 | Inspectors report |
247 | Investigation of ownership of company | 216 | Investigation of ownership of company |
250 | Imposition of restrictions upon shares and debentures and prohibition of transfer of shares or debentures in certain cases | 222 | Imposition of restrictions upon securities |
250A | Voluntary winding up of company, etc., not to stop investigation proceedings | 226 | Voluntary winding up of company, etc., not to stop investigation proceedings |
251 | Saving for legal advisers and bankers | 227 | Legal advisers and bankers not to disclose certain information |
252 | Minimum number of directors | 149 151 |
Company to have Board of directors Appointment of director elected by small shareholders |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
253 | Only individuals to be directors | 149 | Company to have Board of directors |
254 | Subscribers of memorandum deemed to be directors | 152 | Appointment of directors |
255 | Appointment of directors and proportion of those who are to retire by rotation | 152 | Appointment of directors |
256 | Ascertainment of directors retiring by rotation and filling of vacancies | 152 | Appointment of directors |
257 | Right of persons other than retiring directors to stand for directorship | 160 | Right of persons other than retiring directors to stand for directorship |
258 | Right of company to increase or reduce the number of directors | - | - |
259 | Increase in number of directors to require Government sanction | 149 | Company to have Board of directors |
260 | Additional directors | 161 | Appointment of additional director, alternate director and nominee director |
262 | Filling of casual vacancies among directors | 161 | Appointment of additional director, alternate director and nominee director |
263 | Appointment of directors to be voted on individually | 162 | Appointment of directors to be voted individually |
263A | Sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc. | ||
264 | Consent of the candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar | 152 | Appointment of directors |
265 | Option of a company to adopt proportional representation for the appointment of directors | 163 | Option to adopt principle of proportional representation for appointment of directors |
266 | Restrictions on appointment or advertisement of director | - | - |
266A | Application for allotment of Director Identification Number | 153 | Application for allotment of Director Identification Number |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
266B | Allotment of Director Identification Number | 154 | Allotment of Director Identification Number |
266C | Prohibition to obtain more than one Director Identification Number | 155 | Prohibition to obtain more than one Director Identification Number |
266D | Obligation of director to intimate Director Identification Number to concerned company or companies | 156 | Director to intimate Director Identification Number |
266E | Obligation of company to inform Director Identification Number to Registrar | 157 | Company to inform Director Identification Number to Registrar |
266F | Obligation to indicate Director Identification Number | 158 | Obligation to indicate Director Identification Number |
266G | Penalty for contravention of provisions of section 266A or section 266C or section 266D or section 266E | 159 | Punishment for contravention |
267 | Certain persons not to be appointed managing directors | 196 | Appointment of managing director, whole-time director or manager |
268 | Amendment of provision relating to managing, whole-time or non- rotational directors to require Government approval | ||
269 | Appointment of managing or whole-time director or manager to require Government approval only in certain cases | 196 | Appointment of managing director, wholetime director or manager |
270 | Time within which share qualification is to be obtained and maximum amount thereof | ||
272 | Penalty | - | - |
273 | Saving | - | - |
274 | Disqualifications of directors | 164 | Disqualifications for appointment of director |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
275 | No person to be a director of more than fifteen companies | 165 | Number of directorships |
276 | Choice to be made by director of more than fifteen companies at commencement of Act | 165 | Number of directorships |
277 | Choice by person becoming director of more than fifteen companies after commencement of Act | 165 | Number of directorships |
278 | Exclusion of certain directorships for the purposes of sections 275, 276 and 277 | 165 | Number of directorships |
279 | Penalty | 165 | Number of directorships |
283 | Vacation of office by directors | 167 | Vacation of office of director |
284 | Removal of directors | 169 | Removal of directors |
285 | Board to meet at least once in every three calendar months | 173 | Meetings of Board |
286 | Notice of meetings | 173 | Meetings of Board |
287 | Quorum for meetings | 174 | Quorum for meetings of Board |
288 | Procedure where meeting adjourned for want of quorum. | 174 | Quorum for meetings of Board |
289 | Passing of resolutions by circulation | 175 | Passing of resolution by circulation |
290 | Validity of acts of directors | 176 | Defects in appointment of directors not to invalidate actions |
291 | General powers of Board | 179 | Powers of Board |
292 | Certain powers to be exerciosed by Board only at meeting | 179 | Powers of Board |
292A | Audit Committee | 177 | Audit Committee |
293 | Restrictions on powers of Board | 180 181 |
Restrictions on powers of Board Company to contribute to bona fide and charitable funds, etc. |
293A | Prohibitions and restrictions regarding political contributions | 182 | Prohibitions and restrictions regarding political contributions |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
293B | Power of Board and other persons to make contributions to the National Defence Fund, etc. | 183 | Power of Board and other persons to make contributions to National Defence Fund, etc. |
294 | Appointment of sole selling agents to require approval of company in general meeting | - | - |
294A | Prohibition of payment of compensation to sole selling agents for loss of office in certain cases | ||
294 AA(2) | Power of Central Government to prohibit the appointment of sole selling agents in certain cases | ||
295 | Loan to directors, etc. | 185 | Loan to directors, etc. |
296 | Application of section 295 to book debts in certain cases | 185 | Loan to directors, etc. |
297 | Board’s sanction to be required for certain contracts in which particular directors are interested | 188 | Related party transactions |
299 | Disclosure of interests by director | 184 | Disclosure of interest by director |
300 | Interested director not to participate or vote in Board’s proceedings | 184 | Disclosure of interest by director |
301 | Register of contracts, companies and firms in which directors are interested | 189 | Register of contracts or arrangements in which directors are interested |
302 | Disclosure to members of director’s interest in contract appointing manager, managing director | 190 | Contract of employment with managing or whole-time directors |
303 | Register of directors, etc. | 170 | Register of directors and key managerial personnel and their shareholding |
304 | Inspection of the register | 171 | Members’ right to inspect |
305 | Duty of directors, etc., to make disclosure | 184 | Disclosure of interest by director |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
306 | Register to be kept by Registrar and inspection thereof | - | - |
307 | Register of directors’ shareholdings, etc. | 170 | Register of directors and key managerial personnel and their share holding |
308 | Duty of directors and persons deemed to be directors to make disclosure of shareholdings | - | - |
309 | Remuneration of directors | 197 | Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits |
310 | Provision for increase in remuneration to require Government sanction | - | - |
311 | Increase in remuneration of managing director on re-appointment or appointment after Act to require Government sanction | ||
312 | Prohibition of assignment of office by director | - | - |
313 | Appointment and term of office of alternate directors | 161 | Appointment of additional director, alternate director and nominee director |
314 | Director, etc., not to hold office or place of profit | 188 | Related party transactions |
316 | Number of companies in which one person may be appointed managing director | 203 | Appointment of key managerial personnel |
317 | Managing director not to be appointed for more than five years at a time | 196 | Appointment of managing director, whole-time director or manager |
318 | Compensation for loss of office not permissible except to managing or whole-time directors or to directors who are managers |
191 202 |
Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares Compensation for loss of office of managing or whole-time director or manager |
319 | Payment to director, etc., for loss of office, etc., in connection with transfer of undertaking of property | 191 | Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
320 | Payment to director for loss of office, etc., in connection with transfer of shares | 191 | Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares |
321 | Provisions supplementary to sections 318, 319 and 320 | 191 | Payment to director for loss of office, etc., in connection |
322 | Directors, etc., with unlimited liability in limited company | - | - |
323 | Special resolution of limited company making liability of directors, etc., unlimited | - | - |
349 | Determination of net profits | 198 | Calculation of profits |
350 | Ascertainment of depreciatoin | - | - |
355 | Saving | - | - |
370 | Loans, etc., to companies under the same management | - | - |
370A | Provisions as to certain loans which could not have been made if sections 369 and 370 were in force | ||
371 | Penalty for contravention of section 370 or 370A | - | - |
372 | Purchase by company of shares,etc., of other companies | - | - |
372A | Inter-corporate loans and investments | 186 | Loan and investment by company |
373 | Investments made before commencement of Act | - | - |
374 | Penalty for contravention of section 372 or 373 | - | - |
376 | Conditions prohibiting reconstruction or amalgamation of company | - | - |
383A | Certain companies to have secretaries | 203 | Appointment of key managerial personnel |
384 | Firm or body corporate not to be appointed manager | 196 | Appointment of managing director, whole-time director or manager |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
385 | Certain persons not to be appointed managers | 196 | Appointment of managing director, whole-time director or manager |
386 | Number of companies of which a person may be appointed manager | 203 | Appointment of key managerial personnel |
387 | Remuneration of manager | 197 | Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits |
388 | Application of sections 269, 310, 311, 312 and 317 to managers | 196 | Appointment of managing director, wholetime director or manager |
388A | Sections 386 to 388 not to apply to certain private companies | - | - |
388B | Reference to Tribunal of case against managerial personnel | - | - |
388C | Interim order by Tribunal | - | - |
388D | Decision of the Tribunal | - | - |
388E | Power of Central Government to remove managerial personnel on the basis of Tribunal’s decision | ||
390 | Interpretation of sections 391 and 393 | 230 | Power to compromise or make arrangements with creditors and members |
391 | Power to compromise or make arrangements with creditors and members | 230 | Power to compromise or make arrangements with creditors and members |
392 | Power of Tribunal to enforce compromise and arrangement | 231 | Power of Tribunal to enforce compromise or arrangement |
393 | Information as to compromises or arrangements with creditors and members | 230 | Power to compromise or make arrangements with creditors and members |
394 | Provisions for facilitating reconstruction and amalgamation of companies | 232 | Merger and amalgamation of companies |
394A | Notice to be given to Central Government for applications under sections 391 and 394 | 230 | Power to compromise or make arrangements with creditors and members |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
395 | Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority | 235 235 238 |
Power to acquire shares of shareholders dissenting from scheme or contract approved by majority Purchase of minority shareholding Registration of offer of schemes involving transfer of shares |
396 | Power of Central Government to provide for amalgamation of companies in national interest | 237 | Power of Central Government to provide for amalgamation of companies in public interest |
396A | Preservation of books and papers of amalgamated company | 239 | Preservation of books and papers of amalgamated companies |
397 | Application to Tribunal for relief in cases of oppression | 241 | Application to Tribunal for relief in cases of oppression, etc. |
398 | Application to Tribunal for relief in cases of mismanagement | 241 | Application to Tribunal for relief in cases of oppression, etc. |
399 | Right to apply under section 397 and 398 | 244 | Right to apply under section 241 |
400 | Notice to be given to Cenral Government of applications under sections 397 and 398 | - | - |
401 | Right of Central Government to apply under sections 397 and 398 | 241 | Application to Tribunal for relief in cases of oppression, etc. |
402 | Powers of Tribunal on application under section 397 or 398 | 242 | Powers of Tribunal |
403 | Interim order by Tribunal | 242 | Powers of Tribunal |
404 | Effect of alteration of memorandum or articles of company by order under section 397 or 398 | 242 | Powers of Tribunal |
405 | Addition of respondents to application under section 397 or 398 | - | - |
406 | Application of sections 539 to 544 to proceedings under sections 397 and 398 | - | - |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
407 | Consequences of termination or modification of certain agreements | 243 | Consequence of termination or modifications of certain agreements |
408 | Powers of Government to prevent oppression or mismanagement | - | - |
409 | Power of Tribunal to prevent change in Board of directors likely to affect company prejudicially | ||
410 | Appointment of Advisory Committee | - | - |
416 | Contracts by agents of company in which company is undisclosed principal | - | - |
417 | Employees’ securities to be deposited in post office savings bank or Scheduled Bank | - | - |
418 | Provisions applicable to provident funds of employees | - | - |
419 | Right of employee to see bank’s receipt for moneys or securities referred to in section 417 or 418 | ||
420 | Penalty for contravention of sections 417, 418 and 419 | - | - |
421 | Filing of accounts of receivers | - | - |
422 | Invoices, etc., to refer to receiver where there is one | - | - |
423 | Penalty for non-compliance with sections 421 and 422 | - | - |
424 | Application of sections 421 to 423 to receivers and managers appointed by Tribunal and managers appointed in pursuance of an instrument | ||
424A | Reference to Tribunal | 253 | Determination of sickness |
424B | Inquiry into working of sick industrial companies | - | - |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
424C | Powers of Tribunal to make suitable order on completion of inquiry | - | - |
424D | Preparation and sanction of schemes | 261 262 |
Scheme of revival and rehabilitation Sanction of |
424E | Rehabilitation by giving financial assistance | - | - |
424F | Arrangement for continuing operations, etc., during inquiry | - | - |
424G | Winding up of sick industrial company | 264 | Implementation of the scheme |
424H | Operating agency to prepare complete inventory, etc. | 260 | Powers and duties of company administrator |
424I | Direction not to dispose of assets | - | - |
424J | Power of Tribunal to call for periodic information | - | - |
424K | Misfeasance proceedings | 266 | Power of Tribunal to assess damages against delinquent directors, etc. |
424L | Penalty for certain offences | 267 | Punishment for certain offences |
425 | Modes of winding up | 270 | Modes of winding up |
426 | Liability as contributories of present and past members | 285 | Settlement of list of contributories and application of assets |
427 | Obligations of directors and managers whose liability is unlimited | 286 | Obligations of directors and managers |
428 | Definition of ‘contributory’ | 2 | Definition [clause (26)] |
429 | Nature of liability of contributory | - | - |
430 | Contributories in case of death of member | - | - |
431 | Contributories in case of insolvency of member | - | - |
432 | Contributories in case of winding up of a body corporate which is a member | - | - |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
433 | Circumstances in which company may be wound up by Tribunal | 271 | Circumstances in which a company may be wound up by Tribunal |
434 | Company when deemed uriable to pay its debts | 271 | Circumstances in which a company may be wound up by Tribunal |
439 | Provisions as to applications for winding up | 272 | Petition for winding up |
439A | Statement of affairs to be filed on winding up of a Company | 274 | Directions for filing statement of affairs |
440 | Right to present winding up petition where company is being wound up voluntarily | - | - |
441 | Commencement of winding up by Tribunal | 357 | Commencement of winding up by Tribunal |
441A | Levy and collection of cess on turnover or gross receipts of companies | - | - |
441B | Crediting proceeds of cess to Consolidated Fund of India | - | - |
441C | Rehabilitation Fund | 269 | Rehabilitation and insolvency fund |
441D | Application of Fund | - | - |
441E | Power to call for information | - | - |
441F | Penalty for non-payment of cess | - | - |
441G | Refund of fund in certain cases | - | - |
443 | Power of Tribunal on hearing petition | 273 | Powers of Tribunal |
444 | Order for winding up to be communicated to Official Liquidator and Registrar | 277 | Intimation to company liquidator, provisional liquidator and Registrar |
445 | Copy of winding up order to be filed with Registrar | 277 | Intimation to company liquidator, provisional liquidator and Registrar |
446 | Suits stayed on winding up order | 279 280 |
Stay of suits, etc., on winding up order Jurisdiction of Tribunal |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
446A | Responsibility of directors and officers to submit to Tribunal audited books and accounts | ||
447 | Effect of winding up order | 278 | Effect of winding up order |
448 | Appointment of Official Liquidator |
275 359 |
Company liquidators and their appointments Appointment of official liquidator |
449 | Official Liquidator to be liquidator | 275 | Company liquidators and their appointments |
450 | Appointment and powers of provisional liquidator | 275 | Company liquidators and their appointments |
451 | General provisions as to liquidators | - | - |
452 | Style, etc., of liquidator | - | - |
453 | Receiver not to be appointed of assets with liquidator | - | - |
454 | Statement of affairs to be made to Official Liquidator | - | - |
455 | Report by Official Liquidator | 281 | Submission of report by Company Liquidator |
456 | Custody of company’s property | 283 | Custody of company’s properties |
457 | Powers of liquidator | 290 | Powers and duties of Company Liquidator |
458 | Discretion of liquidator | 360 | Powers and functions of official liquidator |
458A | Exclusion of certain time in computing periods of limitation | 358 | Exclusion of certain time in computing period of limitation |
459 | Provision for legal assistance to liquidator | 291 | Provision for professional assistance to Company Liquidator |
460 | Exercise and control of liquidator’s powers | 292 | Exercise and control of Company Liquidator’s powers |
461 | Books to be kept by liquidator | 293 | Books to be kept by Company Liquidator |
462 | Audit of liquidator’s accounts | 294 | Audit of Company Liquidator’s accounts |
463 | Control of Central Government over liquidators | - | - |
464 | Appointment and cornposition of committee of inspection | 287 | Advisory Committee |
465 | Constitution and proceedings of committee of inspection | 287 | Advisory Committee |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
466 | Power of Tribunal to stay winding up | 289 | Power of Tribunal on application for stay of winding up |
467 | Settlement of list of contributories and application of assets | 285 | Settlement of list of contributories and application of assets |
468 | Delivery of property to liquidator | ||
469 | Payment of debts due by contributory and extent of set-off | 295 | Payment of debts by contributary and extent of set-off |
470 | Power of Tribunal to make calls | 296 | Power of Tribunal to make calls |
471 | Payment into bank of moneys due to company | - | - |
472 | Moneys and securities paid into Bank to be subject to order of Tribunal | - | - |
473 | Order on contributory to be conclusive evidence | - | - |
474 | Power to exclude creditors not proving in time | - | - |
475 | Adjustment of rights of contributories | 297 | Adjustment of rights of contributories |
476 | Power to order costs | 298 | Power to order costs |
477 | Power to summon persons suspected of having property of company, etc. | 299 | Power to summon persons suspected of having property of company, etc. |
478 | Power to order public - examination of promoters, directors, etc. | 300 | Power to order examination of promoters, directors, etc. |
479 | Power to arrest absconding contributory | 301 | Arrest of person trying to quit India or abscond |
480 | Saving of existing powers of Tribunal | - | - |
481 | Dissolution of company | 302 | Dissolution of company by Tribunal |
482 | Order made in any Court to be enforced by other Courts | - | - |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
483 | Appeals from orders | 303 | Appeals from orders made before commencement of Act |
484 | Circumstances in which company may be wound up voluntarily | 304 | Circumstances in which company may be wound up voluntarily |
485 | Publication of resolution to wind up voluntarily | 307 | Publication of resolution to wind up voluntarily |
486 | Commencement of voluntary winding up | 308 | Commencement of voluntary winding up |
487 | Effect of voluntary winding up on status of company | 309 | Effect of voluntary winding up |
488 | Declaration of solvency in case of proposal to wind up voluntarily | 305 | Declaration of solvency in case of proposal to wind up voluntarily |
489 | Provisions applicable to a members’ voluntary winding up | - | - |
490 | Power of company to appoint and fix remuneration of liquidators | 310 | Appointment of Company Liquidator |
491 | Board’s powers to cease on appointment of liquidator | 313 | Cesser of Board’s powers on appointment of company liquidator |
492 | Power to fill vacancy in office of liquidator | 311 | Power to remove and fill vacancy of Company Liquidator |
493 | Notice of appointment of liquidator to be given to registrar | 312 | Notice of appointment of Company Liquidator to be given to Registrar |
494 | Power of liquidator to accept shares, etc., as consideration for sale of property of company | 319 | Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company |
495 | Duty of liquidator to call creditors’ meeting in case of insolvency | - | - |
496 | Duty of liquidator to call general meeting at end of each year | 316 | Company Liquidator to submit report on progress of winding up |
497 | Final meeting and dissolution | 318 | Final meeting and dissolution of company |
498 | Alternative provisions as to annual and final meetings in case of insolvency | - | - |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
499 | Provisions applicable to a creditors’ voluntary winding up | - | - |
500 | Meeting of creditors | 306 | Meeting of creditors |
501 | Notice of resolutions passed by creditors’ meeting to be given to Registrar | 306 | Meeting of creditors |
502 | Appointment of liquidator | 310 | Appointment of company liquidator |
503 | Appointment of committee of inspection | 315 | Appointment of committees |
504 | Fixing of liquidators’ remuneration | 310 | Appointment of company liquidator |
505 | Board’s powers to cease on appointment of liquidator | 313 | Cesser of Board’s powers on appointment of company liquidator |
506 | Power to fill vacancy in office of liquidator | 311 | Power to remove and fill vacancy of company liquidator |
507 | Application of section 494 to a creditors’ voluntary winding up | - | - |
508 | Duty of liquidator to call meetings of company and of creditors at end of each year | 316 | Company liquidator to submit report on progress of winding up |
509 | Final meeting and dissolution | 318 | Final meeting and dissolution of company |
510 | Provisions applicable to every voluntary winding up | - | - |
511 | Distribution of property of company | 320 | Distribution of property of company |
511A | Application of section 454 to voluntary winding up | - | - |
512 | Powers and duties of liquidator in voluntary winding up | 314 | Powers and duties of Company Liquidator in voluntary winding up |
513 | Body corporate not to be appointed as liquidator | - | - |
514 | Corrupt inducement affecing appointment as liquidator | - | - |
515 | Power of Tribunal to appoint and remove liquidator in voluntary winding up | 276 | Removal and replacement of liquidator |
516 | Notice by liquidator of his appointment | 312 | Notice of appointment of Company Liquidator to be given to Registrar |
517 | Arrangement when binding on company and creditors | 321 | Arrangement when binding on company and creditors |
518 | Power to apply to Tribunal to have questions determined or powers exercised | 322 | Power to apply to Tribunal to have questions determined, etc. |
519 | Application of liquidator to Tribunal for public exarnination of promoters, directors, etc. | 317 | Report of Company Liquidator to Tribunal for examination of persons |
520 | Costs of voluntary winding up | 323 | Costs of voluntary winding up |
528 | Debts of all descriptions to be admitted as proof | 324 | Debts of all descriptions to be admitted in proof |
529 | Application of insolvency rules in winding up of insolvent companies | 325 | Application of insolvency rules in winding up of insolvent companies |
529A | Overriding preferential payments | 326 | Overriding preferential payments |
530 | Preferential payments | 327 | Preferential payments |
531 | Fraudulent preference | 328 | Fraudulent preference |
531A | Avoidance of voluntary transfer | 329 | Transfers not in good faith to be void |
532 | Transfers for benefit of all creditors to be void | 330 | Certain transfers to be void |
533 | Liabilities and rights of certain fraudulently preferred persons | 331 | Liabilities and rights of certain persons fraudulently preferred |
534 | Effect of floating charge | 332 | Effect of floating charge |
535 | Disclaimer of onerous property in case of a company which is being wound up | 333 | Disclaimer of onerous property |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
536 | Avoidance of transfers, etc., after commencement of winding up | 334 | Transfers, etc., after commencement of winding up to be void |
537 | A voidance of certain attachments, executions, etc., in winding up by Tribunal | 335 | Certain attachments, executions, etc., in winding up by Tribunal to be void |
538 | Offences by officers of companies in liquidation | 336 | 539 |
539 | Penalty for falsification of books | - | - |
540 | Penalty for frauds by officers | 337 | Penalty for frauds by officers |
541 | Liability where proper accounts not kept | 338 | Liability where proper accounts not kept |
542 | Liability for fraudulent conduct of business | 339 | Liability for fraudulent conduct of business |
543 | Power of Tribunal to assess damages against delinquent directors, etc. | 340 | Power of Tribunal to assess damages against delinquent directors, etc. |
544 | Liability under sections 542 and 543 to extend to partners or directors in firm or company | 341 | Liability under sections 339 and 340 to extend to partners or directors in firms or companies |
545 | Prosecution of delinquent members of officers and company | 342 | Prosecution of delinquent officers and members of company |
546 | Liquidator to exercise certain powers subject to sanction | 343 | Company Liquidator to exercise certain powers subject to sanction |
547 | Notification that a company is in liquidation | 344 | Statement that a company is in liquidation |
548 | Books and papers of company to be evidence | 345 | Books and papers of company to be evidence |
549 | Inspection of books and papers by creditors and contributories | 346 | Inspection of books and papers by creditors and contributories |
550 | Disposal of books and papers of company | 347 | Disposal of books and papers of company |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
551 | Information as to pending liquidations | 348 | Information as to pending liquidations |
552 | Official Liquidator to make payments into the public account of India | 349 | Official Liquidator to make payments into public account of India |
553 | Voluntary liquidator to make payments into Scheduled Bank | 350 | Company Liquidator to deposit monies into scheduled bank |
554 | Liquidator not to pay moneys into private banking account | 351 | Liquidator not to deposit monies into private banking account |
555 | Unpaid dividends and undistributed assets to be paid into the Companies Liquidation Account | 352 | Company Liquidation Dividend and Undistributed Assets Account |
556 | Enforcement of duty of liquidator to make returns, etc. | 353 | Liquidator to make returns, etc. |
557 | Meetings to ascertain wishes of creditors or contributories | 354 | Meetings to ascertain wishes of creditors or contributories |
558 | Court or person before whom affidavit may be sworn | 355 | Court, Tribunal or person, etc., before whom affidavit may be sworn |
559 | Power of Tribunal to declare dissolution of company void | 356 | Powers of Tribunal to declare dissolution of company void |
560 | Power of Registrar to strike defunct company off register | 248 | Power of Registrar to remove name of a company from register of companies |
561 | Application of Act to companies formed and registered under previous companies laws | 1 | Short title, extent commencement and application |
562 | Application of Act to companies registered but not formed under previous companies laws | - | - |
563 | Application of Act to unlimited companies registered under previous companies laws | 1 | Short title, extent commencement and application |
564 | Mode of transferring shares in the case of companies registered under Acts 19 of 1857 and 7 of 1860 | ||
565 | Companies capable of being registered | 366 | Companies capable of being registered |
566 | Definition of ‘joint-stock company’ | - | - |
567 | Requirements for registration of joint-stock companies | - | - |
568 | Requirements for registration of companies not being joint stock companies | - | - |
569 | Authentication of statements of existing companies | - | - |
570 | Power of registrar to require evidence as to nature of company | - | - |
571 | Notice to customers on registration of banking company with limited liability | - | - |
572 | Change of name for purposes of registration | - | - |
573 | Addition of “Limited” or “Private Limited” to name | - | - |
574 | Certificate of registration of existing companies | 367 | Certificate of registration of existing companies |
575 | Vesting of property on registration | 368 | Vesting of property on registration |
576 | Saving for existing liabilities | 369 | Saving for existing liabilities |
577 | Continuation of pending legal proceedings | 370 | Continuation of pending legal proceedings |
578 | Effect of registration under Part | 371 | Effect of regis tration under this part |
579 | Power to substitute memorandum and articles for deed of settlement | - | - |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
580 | Power of Court to stay or restrain proceedings | 372 | Powerof Court to stay or restrain proceedings |
581 | Suits stayed on winding up order | 373 | Suits stayed on winding up order |
581A to 581ZT | Producer Companies | 465 | Repeal of certain enactments and savings |
582 | Meaning of “unregistered company” | 375 | Winding up of unregistered companies |
583 | Winding up of unregistered companies | 375 | Winding up of unregistered companies |
584 | Power to wind up foreign companies, although dissolved | 376 | Power to wind up foreign companies, although dissolved |
585 | Contributories in winding up of unregistered company | - | - |
586 | Power to stay or restrain proceedings | 372 | Power of court to stay or restrain proceedings |
587 | Suits, etc., stayed on winding up order | 373 | Suits stayed on winding up order |
588 | Directions as to property in certain cases | - | - |
589 | Provisions of Part cumulative | 377 | Provisions of Chapter cumulative |
590 | Saving and construction of enactments conferring power to wind up partnership, association or company in certain cases | 378 | Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases |
591 | Application of sections 592 to 602 to foreign companies | 379 | Application of Act to foreign ompanies |
592 | Documents, etc., to be delivered to Registrar by foreign companies carrying on business in India | 380 | Documents, etc., to be delivered to Registrar by foreign companies |
593 | Return to be delivered to Registrar by foreign company where documents, etc., altered | 380 | Documents, etc; to be delivered to Registrar by foreign companies |
594 | Accounts of foreign company | 381 | Accounts of foreign company |
595 | Obligation to state name of foreign company, whether limited, and country where incorporated | 382 | Display of name, etc., of foreign company |
596 | Service on foreign company | 383 | Service on foreign company |
597 | Office where documents to be delivered | - | - |
598 | Penalties | 392 | Punishment for contravention |
599 | Company’s failure to comply with Part not to affect its liability under contracts, etc. | 393 | Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc. |
600 | Registration of charges, appointment of receiver and books of account | 384 | Debentures, annual return, registration of charges, books of account and their inspection |
601 | Fees for registration of documents under Part | 385 | Fee for registration of documents |
602 | Interpretation of foregoing sections of Part | 386 | Interpretation |
603 | Dating of prospectus and particulars to be contained therein | 387 | Dating of prospectus and particulars to be contained therein |
604 | Provisions as to expert’s consent and allotment | 388 | Provisions as to expert’s consent and allotment |
605 | Registration of prospectus | 389 | Registration of prospectus |
605A | Offer of Indian Depository Receipts | 390 | Offer of Indian Depository Receipts |
606 | Penalty for contravention of sections 603, 604 and 605 | 391 392 |
Application of sections 34 to 36 & Chapter XX Punishment for contravention |
607 | Civil liability for misstatements in prospectus | 391 | Application of sections 34 to 36 and Chapter XX |
608 | Interpretation of provsions sions as to prospectuses | - | - |
609 | Registration offices | 396 | Registration offices |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
610 | Inspection, production and evidence of documents kept by Registrar | 399 | Inspection, production and evidence of documents kept by Registrar |
610A | Admissibility of micro films, facsimile copies of documents, computer printouts and documents on computer media as documents and as evidence | 397 | Admissibility of certain documents as evidence |
610B | Provisions relating to filing of applications, documents inspection, etc., through electronic form | 398 | Provisions relating to filing of applications, documents, inspection, etc., in electronic form |
610C | Power to modify Act in relation to electronic records (including the manner and form in which electronic records shall be filed) | ||
610D | Providing of value added services through electronic form | 401 | Provision of value added services through electronic form |
610E | Application of provision of Act 21 of 2000 | 402 | Application of provisions of Information Technology Act, 2000 |
611 | Fees in Schedule X to be paid | 403 | Fee for filing etc. |
612 | Fees, etc., paid to Registrar and other officers to be accounted for to Central Government | 404 | Fees, etc., to be credited into public account |
613 | Power of Central Government to reduce fees, charges, etc. | - | - |
614 | Enforcement of duty of company to make returns, etc., to Registrar | - | - |
614A | Power of Court trying offences under the Act to direct the filing of documents with Registrar | - | - |
615 | Power of Central Government to direct companies to furnish information or statistics | 404 | Power of Central Government to direct companies to furnish information or statistics |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
616 | Application of Act to insurance, banking, electricity supply and other companies governed by special Acts | 1 | Short title, extent, commencement and application |
617 | Definition of Government company’ | 2 | Definition [clause (45)] |
619 | Application of sections 224 to 233 to Government companies | 143 | Powers and duties of auditors and auditing standards |
619A | Annual reports on Government companies | 394 395 |
Annual reports on Government companies Annual reports where one or more State Governments are members of Companies |
619B | Provisions of section 619 to apply to certain companies | - | - |
620 | Power to modify Act in relation to Government companies | 462 | Power to exempt the class or classes of companies from provisions of this Act |
620A | Power to modify Act in its application to Nidhis, etc. | 406 | Power to modify Act in its application to Nidhis |
620B | Special provisions as to companies in Goa, Daman and Diu | - | - |
620C | Special provisions as to companies in Jammu and Kashmir | - | - |
621 | Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government | 439 | Offences to be non-cognizable |
621A | Composition of certain offences | 441 | Compounding of certain offences |
622 | Jurisdiction to try offences | - | - |
623 | Certain offences triable summarily in Presidency towns | - | - |
624 | Offences to be non-cognizable | 439 | Offences to be non-cognizable |
624A | Power of Central Government to appoint company prosecutors | 443 | Power of Central Government to appoint company prosecutors |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
624B | Appeal against acquittal | 444 | Appeal against acquittal |
625 | Payment of compensation in cases of frivolous or vexatious prosecution | 445 | Compensation for accusation without reasonable cause |
626 | Application of fines | 446 | Application of fines |
627 | Production and inspection of books where offence suspected | - | - |
628 | Penalty for false statements | 448 | Punishment for false statement |
629 | Penalty for false evidence | 449 | Punishment for false evidence |
629A | Penalty where no specific penalty is provided elsewhere in the Act | 450 | Punishment where no specific penalty or punishment is provided |
630 | Penalty for wrongful withholding of property | 452 | Punishment for wrongful withholding of property |
631 | Penalty for improper use of words “Limited” and “Private Limited” | 453 | Punishment for improper use of “Limited” or “Private Limited” |
632 | Power to require limited company to give security for costs | - | - |
633 | Power of Court to grant relief in certain cases | 463 | Power of Court to grant relief in certain cases |
634 | Enforcement of orders of Courts | - | - |
634A | Enforcement of orders of Company Law Board | 465 | Repeal of certain enactments and savings |
635 | Enforcement of orders of one Court by other Courts | - | - |
635A | Protection of acts done in good faith | 456 | Protection of action taken in good faith |
635AA | Non-disclosure of information in certain cases | 457 | Non-disclosure of injormation in certain cases |
635B | Protection of employees during investigation by Inspector or pendency of | 218 | Protection of employees during investigation |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
proceeding before Appellate Tribunal in certain cases | |||
636 | Reduction of fees, charges, etc., payable to company | - | - |
637 | Delegation by Central Government of its powers and functions under Act | 458 | Delegation by Central Government of its powers and functions |
637A | Power of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications | 459 | Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications |
637AA | Power of Central Government to fix a limit with regard to remuneration | 200 | Central Government or company to fix a limit with regard to remuneration |
637B | Condonation of delays in certain cases | 460 | Condonation of delay in certain cases |
638 | Annual report by Central Government | 461 | Annual report by Central Government |
640 | Validation of registration of firms as members of charitable and other companies | - | - |
640A | Exclusion of time required in obtaining copies of order of Court or Tribunal | - | - |
640B | Forms of, and procedure in relation to, certain applications | 201 | Forms of, and procedure in relation to, certain applications |
641 | Power to alter Schedules | 467 | Power of Central Government to amend Schedules |
642 | Power of Central Government to make rules | 469 | Power of Central Government to make rules |
643 | Powers of Central Government to make rules relating to winding up | 468 | Powers of Central Government to make rules relating to winding up |
644 | Repeal of Acts specified in Schedule xn | - | - |
645 | Saving of orders, rules, etc., | 465 | Repeal of certain enactments and savings |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
in force at commencement of Act | |||
646 | Saving of operation of see- section 138 of Act 7 of 1913 | - | - |
647 | Saving of pending proceedings for winding up | - | - |
647A | Transfer of winding up proceedings to Tribunal | - | - |
648 | Saving of prosecutions instituted by liquidator or Court under section 237 of Act 7 of 1913 | - | - |
649 | Construction of references to former enactments in documents | - | - |
651 | Construction of references to extraordinary resolution in articles, etc. | - | - |
651A | Reference of winding up of companies in other laws | - | - |
652 | Appointment under previous companies laws to have effect as if made under Act | 465 | Repeal of certain enactments and savings |
653 | Former registration offices continued | 465 | Repeal of certain enactments and savings |
654 | Registers under previous companies laws to be deemed to be part of registers under Act | 465 | Repeal of certain enactments and savings |
655 | Funds and accounts under Act to be in continuation of funds and accounts under previous companies law | 465 | Repeal of certain enactments and savings |
656 | Saving of incorporation under repealed Acts | 465 | Repeal of certain enactments and savings |
657 | Saving of certain Tables under previous companies laws | - | - |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
658 | Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply in addition to sections 645 to 657 of Act | 465 | Repeal of certain enactments and savings |
Sch.I | Regulations for management of a company limited by shares | Sch.I | Memorandum of association of a company limited by shares |
Sch.IA | List of relatives | 2 | Definition [clause (77)] |
Sch.II | Matters to be specified in prospectus and reports to be set out therein | 26 | Matters to be stated in prospectus |
Sch.III | Form of statement in lieu of prospectus to be delivered to Registrar by a company which does not issue a prospectus or which does not go to allotment on a prospectus issued, and reports to be set out therein | ||
Sch.IV | Form of statement in lieu of prospectus to be delivered to Registrar by a private company on becoming a public company and reports to be set out therein | ||
Sch.V | Annual Return : Contents and form of annual return of a company having a share capital | 92 | Annual return |
Sch.VI | Form of Balance sheet | Sch.III | General instructions for preparation of balance sheet and statement of profit and loss of a company |
Sch.VII | Restrictions on powers of managing agents/ secretaries and treasurers | - | - |
Sch.VIII | Declarations to be made by firms, private companies and other bodies corporate acting as managing agents/secretaries and treasurers | ||
Sch. IX | Form of proxy | 105 | Proxies |
Sections of Companies Act, 1956 | Corresponding sections of Companies Act, 2013 | ||
Sch.X | Table of fees to be paid to the Registrar | 403 | Fee for filing, etc. |
Sch.XII | Form in which sections 539 to 544 of Act are to apply to cases where an application is made under section 397 or 398 | - | - |
Sch.XIII | Enactments repealed | - | - |
Sch.XIII | Conditions to be fulfilled for the appointment of a managing or whole time director or a manager without the approval of the Central Government | Sch. V | Conditions to be fulfilled for appointment of a managing or whole time director or a manager without the approval of the Central Government |
Sch.XIV | Rates of depreciation | Sch.II | Useful lives to compute depreciation |
Sch.XV | List of items referred to in section 108B(2)(fc) | - | - |
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